Terms & Conditions
These Advertising Terms and Conditions (“Terms”), together with the applicable Insertion Order (“Order”), are an agreement (“Agreement”) between the advertiser/agency identified on the Order (“Customer”) and the American Montessori Society/AMS (“Publisher”).
PAYMENT TERMS AND CONDITIONS
Payment for all space, production and position charges are due 30 days from invoice date; a 1.5% per month finance charge will be assessed on all payments received after that time. In addition, Customer will reimburse Publisher’s costs of collection, including attorneys’ fees, for overdue amounts.Customers more than 60 days in arrears on any Publisher invoice must pay all outstanding invoices or, at Publisher’s discretion, submit payment with copy before any current or future insertions will be accepted or run. Notwithstanding any provision in an Order or other agreement to the contrary, if Customer is an agency, both agency and principal advertiser are jointly and severally liable for all payments due hereunder. If Customer is an agency, Publisher reserves the right to notify principal advertisers regarding any overdue and unpaid invoices.
COMMISSIONS, SHORT RATES, REBATES, AND FREQUENCY DISCOUNTS
All AMS Ad Rates are Net. Customer will be short-rated if, within a 12-month period from the date of the first insertion, Customer does not use the amount of media upon which billings have been based. Short rates will be based upon actual usage and published rates. Rate adjustments, if any,may be made by Publisher at its sole discretion. Rebates will be earned, and applied to billings, when, in a 12-month period following the first insertion, Customer runs sufficient space/ media to qualify for the lower rate. If there is a shortfall in impressions delivered online by Publisher, such shortfall can be made up, at Customer’s option, in the period following the campaign. If there is less than a 10% discrepancy between Publisher and third party ad server counts, then the campaign will be considered to have been delivered in full. Media billed at quoted rate will earn maximum discount based upon Customer’s annual total spend in print, eMedia, event sponsorship and additional products as outlined at time of contract.
CANCELLATIONS AND REVISIONS
Except for permitted cancellations with timely notice; Customer is fully responsible for all media purchased pursuant to this Agreement.
Print: covers, preferred and special positions are non-cancelable. For all other positions, Orders may be cancelled without penalty by Customer only upon written notice received by Publisher prior to the issue advertising close date. If Customer gives notice after the issue advertising close date, then (i) cancellation is not permitted if materials have been received by Publisher, or (ii) if materials have not been received by Publisher, then cancellation is permitted subject to Publisher approval and Customer’s payment of a $2,000 net cancellation fee. Rate adjustments resulting from permitted cancellations, if any, will be made upon confirmation of the change in media spend. Customer is not entitled to review or revise advertisements that are received by Publisher’s production department after the issue advertising close date. If new materials or material instructions are not received by the production department by the published materials deadlines, Publisher will repeat the most recent ad materials.
Online: Online space requests are not guaranteed. Firm dates and inventory assignments are based on availability at the time the order is processed by the Publisher. Final inventory assignments are available upon request. If requested online inventory is not available, the Publisher will use good faith efforts to provide reasonable alternatives, subject to the termination rights set forth in this agreement. If Publisher does not receive online advertising materials in proper format 5 business days prior to campaign start date set forth on the Order, Publisher shall have the right, but not the obligation, without relieving customer of payment obligations under this Agreement, to replace Customer’s material with either (1) an ad council PSA or (2) repeat the most recent ad materials, which replacement shall made 5 business days after the date the Customer’s creative is received in proper format by Publisher (rich media ads can take longer). At any time prior to the serving of the first impression of the online campaign, Customer may cancel effective 30 days after Publisher’s receipt of written notice, without penalty. For clarity and by way of example, if Customer cancels the campaign 15 days prior to the serving of the first impression, Customer will be responsible for the first 15 days of the campaign. Upon the serving of the first impression of the campaign, Customer may cancel the AMS Terms & Conditions [ 22 ] campaign for any reason, without penalty, by providing Publisher written notice of cancellation which will be effective after the later of: (i) 30 days after serving the first impression of the campaign; or (ii) 14 days after providing Publisher with such written notice.
Exceptions: (i) E-Newsletter ads cancelled or rescheduled within 10 business days of scheduled launch date incur the full charge; (ii) Broadcast e-mail orders cancelled within 3 business days of delivery date incur the full charge; if cancelled 4 to 7 business days from delivery date, orders are invoiced 50% of the total cost; (iii) Recruitment services, ads, and ad placement fees will incur the full charge upon early contract termination.
RATE POLICY, LIABILITY LIMITATIONS, AND GENERAL PROVISIONS
By submitting an Order, Customer accepts these Terms. Orders are subject to these Terms. Publisher is not bound by any Order or other document that conflicts with these Terms, nor by any oral or written promises or representations made by its sales representatives, and no such promises or representations have been relied on by Customer in entering into this Agreement. Any discrepancy between the price and/or terms set forth on an Order and Publisher’s rate schedule shall be deemed a clerical error, and Customer will be charged for all advertisements in accordance with the rate schedule then in force. Uniform rates apply to all advertisers at all times. Submission of any advertisement constitutes Customer’s representation that publication of the contents has been duly authorized. Customer (jointly and severally with principal advertiser, if the Order has been submitted by an agency) will indemnify and hold harmless Publisher, its members, officers, employees, and agents, from and against any losses, claims, suits, actions, demands, judgments, settlements or orders, including but not limited to attorneys’ fees, based on the contents of Customer’s advertisement including,without limitation, allegations that such advertisements constitute libel, violation of privacy rights, plagiarism, infringement of any trademark, copyright or other intellectual property right, or caused other injury to third parties. Publisher at its sole discretion may reject advertising for any reason including, without limitation, unsuitability for the publication. Advertising copy that may be mistaken by a reader as news or other non-advertising materials must be clearly marked “Advertisement”. Publisher reserves the right to add the word “Advertisement” above or near any advertisement that in Publisher’s sole judgment, too closely resembles editorial content of the publication. Advertising that elicits significant reader complaints will not be rerun until the complaints have been investigated and issues resolved. Publisher shall have no liability for (i) delays in delivery and/or non-delivery of its services, including publication of advertisements, whether or not the causes of such delays or non-delivery are within or beyond the control of Publisher, (ii) errors in key numbers, the Reader Service section, advertisers’ index, or any type set, (iii) any corrections or changes made to any advertiser’s materials, (iv) content errors or color variations between the digital file and the printed image if: (a) a high-end SWOP proof is not provided; (b) the file must be converted to CMYK; or (c) any of the published digital specifications are not met. Conversion to Publisher’s requirements will be billed at Publisher’s cost. Publisher does not guarantee printed or electronic results. Publisher assumes no liability for ad materials beyond normal careful handling. Customer will provide Publisher access to its third-party ad server reports prior to campaign launch if Customer chooses to serve the campaign from a third-party ad server. Except for the indemnification obligations set forth in these Terms, (i) each of Customer’s and Publisher’s aggregate liability under this agreement shall be limited to the amounts paid (or payable) by Customer to Publisher under the Order, plus Publisher’s costs of collection, if incurred, and (ii) neither party shall have any liability for any special, consequential, indirect, exemplary or punitive damages, regardless of whether such party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. This Agreement shall be governed by the laws of and for the state of New York without regard to conflicts of laws principles. In the event of any dispute or claim arising from this Agreement, the parties hereby irrevocably submit to the exclusive jurisdiction of the federal and state courts in and for Manhattan County, New York, as applicable.
